BYLAWS

BYLAWS

OF THE “WE ARE THE CHANGE” FOUNDATION

General provisions

§ 1.

The “WE ARE THE CHANGE” Foundation, hereinafter called “the Foundation”, established by Izabela Alicja Litwin, hereinafter called the Founder, by the notarial deed drawn up by the notary public Marzenna Wyrzykowska in the notarial office “Notarial Office Marzenna Wyrzykowska Notary Public” in Warsaw (00-656), ul. Śniadeckich 10, on 26 October 2012, operates under the provisions of the Polish law and these bylaws.

The Foundation is apolitical and is not associated with any religious denomination.

The Foundation operates in the territory of the Republic of Poland and to the extent necessary for proper implementation of its objectives it may also operate outside the territory of the Republic of Poland.

For the purposes of cooperation with foreign countries the Foundation may use the translation of its legal name in selected foreign languages.

The objectives and operating principles of the Foundation

§ 5.

The objectives of the Foundation:

science, higher education, schooling and upbringing,

activities which support development of local communities,

popularization and protection of liberty, human rights and individual liberties,

acting for the benefit of non-government organizations (NGO), foundations, associations and individuals to the extent stipulated above.

§ 6.

The Foundation pursues its objectives through:

informational activities carried out via the Internet,

education, publishing and research activities,

cooperation with self-government authorities and NGOs to the extent defined in the Foundation’s objectives.

§ 7.

In order to achieve its aims the Foundation may support activities of other persons and institutions consistent with its objectives.

Assets and income of the Foundation

§ 8.

The assets of the Foundation consist of the founding capital of PLN 10,000.00 (ten thousand zlotys) and other property acquired by the Foundation in the course of operation.

§ 9.

The Foundation’s revenue may come in particular from:

donations, inheritance, bequests,

subsidies and grants,

income from public events,

income from the assets of the Foundation,

manufacturing and trading operations carried out in accordance with the “non-profit” principles.

§ 10.

The revenue coming from subsidies, donations, inheritance and bequests may be used to pursue the objectives of the Foundation only if the will of the heirs or donors is respected.

In the case of accepting donations and inheritance, any declarations required by law are filed by the Executive Board.

If the Foundation is summoned to accept the inheritance, the Executive Board files a declarationon accepting the inheritance with all the obligations.

The Governing Bodies of the Foundation

§ 11.

The governing bodies of the Foundation are:

the Management Board,

the Executive Board

The members of the Executive Board do not receive remuneration for participation in the operations of this body except for reimbursement of documented expenses related to participation in the operations of such bodies, including travel costs.

The Management Board

§ 12.

The Management Board is the decision-making, supervisory and consulting body of the Foundation.

The Management Board is composed of three to six members.

Pursuant to the bylaws, the Management Board includes the Founder.

Members of the first Management Board are appointed by the Founder. The following members of the Management Board in place of those who have ceased to hold office or appointed to expand the Management Board are appointed by decision of the Management Board.

In particularly justified cases dismissal of the Management Board member and thereby depriving him or her of membership in the Management Board may be a result of a resolution adopted unanimously by the remaining members of the Management Board. The Founder may not be so deprived of membership in the Management Board.

Membership in the Management Board ceases in the case of written resignation of membership or death of the Management Board member.

Membership in the Management Board may not be combined with serving on the Executive Board or with being employed by the Foundation.

If a member of the Management Board is, by his or her consent, appointed to the Executive Board or if he or she becomes employed by the Foundation, the membership of such a person in the Management Board becomes suspended for the period of holding office or being employed, respectively.

The Management Board elects the Chairperson of the Management Board from among its members. The Chairperson of the Management Board manages the work of the Management Board, represents it externally as well as calls and chairs the Management Board meetings.

§ 13.

The Management Board meets at least once a year.

The Management Board is convened by the Chairperson of the Management Board on his or her own initiative or at the request of the Executive Board or the Founder, submitted in writing.

The Management Board takes decisions in the form of resolutions adopted by ordinary majority of votes; in the event of equal number of votes the President has the casting vote.

§ 14.

The tasks of the Management Board include in particular:

appointing and dismissing the President and the Executive Board members,

taking decisions on employment of Executive Board members and establishing their remuneration,

evaluation of the work of the Executive Board, receiving annual reports or balance sheets and granting the vote of acceptance to the members of the Executive Board.

controlling the current operations of the Executive Board,

defining the main directions of activities of the Foundation,

supervision over the activities of the Foundation,

taking decisions, at the request of the Executive Board of the Foundation, on merger with another Foundation or liquidation of the Foundation.

§ 15.

In order to perform its tasks the Management Board is entitled to:

require the Executive Board to submit any documents related to the operations of the Foundation,

revise the assets and carry out financial control of the Foundation.

The Executive Board

§ 16.

The Executive Board is composed of not more than three persons appointed by the Management Board for a three-year term.

A member of the Executive Board may serve more than one term.

The Management Board appoints the President of the Executive Board.

The Executive Board as a whole or its individual members may be dismissed by the Management Board prior to the lapse of term of office by way of a resolution adopted unanimously by all the Management Board members.

§ 17.

The Executive Board manages the activities of the Foundation and represents is externally.

The tasks of the Executive Board include in particular:

adopting annual action plans and financial plans of the Foundation,

adopting regulations,

managing the assets of the Foundation,

establishing the staffing level and the amount of funds for the salaries of the Foundation employees,

taking decisions in all the matters not delegated to other bodies,

accepting donations, inheritance, bequests, subsidies and grants,

requesting and approving amendments to the bylaws of the Foundation, merger with another Foundation and liquidation of the Foundation.

At meetings the Executive Board takes decisions in the form of resolutions adopted by ordinary majority of votes cast by the members present at the meeting.

All the members of the Executive Board must be notified of the meeting.

The Executive Board may appoint attorneys to manage separated area of affairs which belong to the tasks of the Foundation.

The Executive Board is obliged to submit to the Management Board the annual report on the activities of the Foundation every year by 30 September.

Manner of Representation

§ 18.

Declarations of intent may be made on behalf of the Foundation by each member of the Executive Board independently.

Amendments to the bylaws

§ 19.

The bylaws of the Foundation are amended by the Management Board with the consent of the Executive Board of the Foundation. Amendments to the bylaws may concern the purposes for the implementation of which the Foundation was established and which were stipulated in the founding act.

Merger with another foundation

§ 20.

The Foundation may merge with another foundation for the effective implementation of its objectives.

Merger with another foundation may not take place if it may result in the substantial change of the Foundation’s objective.

§ 21.

In the matters related to merger with another Foundation the competent body is the Executive Board and its decisions are taken by way of unanimous resolution and in order to be effective they need to be approved by the Management Board.

Liquidation of the Foundation

§ 22.

Foundation is liquidated when it achieves the purposes for which it was established or in the event of exhaustion of its financial resources and assets.

Foundation liquidators are appointed and dismissed by the Management Board.

§ 23.

The decision on liquidation is made by the Executive Board by way of unanimous resolution which in order to be legally valid needs to be approved by the Management Board.

§ 24.

Following the liquidation of the Foundation, the remaining funds and assets may be placed, by way of resolution of the Management Board, at the disposal of another foundation operating in the Republic of Poland with similar objectives.

Final provisions

§ 25.

The bylaws were adopted by the Founder on 26 October 2012.

The bylaws become effective upon entering the Foundation in the National Court Register.